March 28, 2007
Ms. Donna Levy
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 7010
100 F Street
Washington, D.C. 20549
Olympus Pacific Minerals Inc.
Registration Statement on Form 20-F - Amended Filing
SEC File No. 0-52324
Dear Ms. Levy:
On behalf of Olympus Pacific Minerals Inc. (the "Company"), we enclose
four (4) copies of Amendment No. l to the Company's Registration Statement on
Form 20-F, dated March 28, 2007 ("Amendment"), including the exhibits, marked to
show the changes from the original submission.
Responses to the comments to the Staff's December 14, 2006 comment letter
("Comment Letter") are located as follows:
General
1. The Form 20-F registration statement will become automatically effective
60 days from the date of the first filing, or January 15, 2006. Upon
effectiveness, you will become subject to the reporting requirements of
the Securities Exchange Act of 1934, even if we have not cleared all
comments. As this is a voluntary filing, you may withdraw the filing so
that it does not become effective in a deficient form.
Reponse: We are filing an Amended Form 20-F as discussed with Donna Levy.
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2. You will expedite the review process if you address each portion of every
numbered comment that appears in this letter. Provide complete responses
and, where disclosure has changed, indicate precisely where in the marked
version of the amendment you file we will find your responsive changes.
Similarly, to minimize the likelihood that we will reissue comments,
please make corresponding changes where applicable throughout your
document. For example, we might comment on one section or example, but our
silence on similar or related disclosure elsewhere does not relieve you of
the need to make appropriate revisions elsewhere as appropriate.
Response: Done.
3. We note that you completed private placements in 2003, 2004, 2005 and
earlier in 2006. Disclose where you conducted the private placements. If
in the U.S., disclose the exemption from registration upon which you
relied and the facts that made the exemptions available.
Response: Refer to Item 4.A, sentence added above Table 4 and Item 10.A, table
11, added footnote 4.
Identity of Director Senior Management and Advisors
Directors and Senior Management, page 5
4. Please provide the business addresses of your directors and senior
managers as required by Item 1.A A of Form 20-F.
Response: Included in the Table under Item 1.A.
Auditor, page 6
5. Please identify the professional body in which your auditors 'have a
membership as required by Item I .C of Form 20-F.
Response: Added paragraph under Item 1.C.
Key Information
Selected Financial Data, page 8
6. Please provide the exchange rate information for the previous six months
as required by Item 3.A.3(b).
Response: Refer to updated Table 2 under Item 3.A.
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Risk Factors, page 9
7. Several of your Risk Factors could apply to any mining company. You should
cite risks that are particularly relevant to you and your disclosure
should make clear how they impact you specifically. Delete "boilerplate
risks," or revise them to explain how they specifically relate to your
operations. For example, in the risk factor "Not all of Our Mineral
Properties Contain a Known Commercially Mineable Mineral Deposit," you
discuss several reasons that affect whether a mineral deposit is
commercially viable, including proximity to infrastructure and government
regulations. Proximity to infrastructure would only be a risk if your
properties are not close to proper infrastructure. Similarly, discuss
specifically the government regulations that adversely affect your
operations.
As another example, in the risk factor entitled "Title to Assets Can Be
Challenged or Impugned," you state that "[i]n some countries...." and "in
many countries...," processes for recording claims may not ensure valid
title. Revise to address how the processes in the countries in which you
have property affect your operations.
In addition, rather that stating that a factor could "adversely affect"
your business, the subheading should indicate what the adverse effects may
be, such as reduced income or revenues, higher costs or cessation of your
business. State the risk directly and plainly, eliminating statements such
as "no assurance can be given" and "we cannot be certain."
Response: Refer to Item 3.D which has been updated to address the above
comments.
8. Eliminate language that mitigates the risk you present. For example, in
the risk factor entitled "Not all of Our Mineral Properties Contain a
Known Commercially Mineable Mineral. Deposit," please delete the third
sentence. Please revise the first sentence to delete the clause referring
to "a combination of careful evaluation, experience and knowledge...."
Finally, please revise the second sentence to delete the clause "[w]hile
the discovery of an ore body...."
As another example, in the risk factor entitled "We Will Not be Able to
Insure Against all Possible Risks" delete the fifth sentence in regard to
the insurance you have obtained.
As a final example, in the risk factor entitled "Title to Assets Can Be
Challenged or Impugned" delete the first clause beginning with "[a]lthough
the company has or will
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receive title opinions...."
Response: Refer to Item 3.D which has been updated to address the above
comments.
Information on the Company
History and Development of the Company, page 13
9. We note your statement that applications for additional properties in
Vietnam and adjacent countries have been filed and are being reviewed by
the government. Please state the status of the reviews, when you expect
them to be completed and identify the other countries.
Response: Refer to Item 4.A, paragraph 6 for an update.
10. We note your recent announcement that you have entered into an agreement
to earn a 60% interest in the Capcapo Project in the Philippines. Please
discuss the material provisions of this agreement, identify the parties to
it and file it as an exhibit. Please also address the acquisition in your
MD&A, including how you will pay for it and how the project will affect
your cash flow, capital expenditures, and liquidity. Also provide trend
information as required by Item 5.D.
Response: Refer to Item 4.A for the Capcapo Project discussion. Refer to Exhibit
3.10 for a copy of the relevant memorandum and supplement.
11. We note your recent announcement that you intend to make an all equity
takeover of Zedex Minerals Limited, and change your name to Olympus Gold
Inc. Disclose the background of the proposed transaction, describe the
negotiating process and explain how and by whom the amount and type of the
consideration was determined. Clarify the role of any participants which
are related parties or which otherwise have potential conflicts of
interest. We note that Zedex Minerals Limited owns 16.39% of your stock
and is an affiliate of two of your directors, Messers. Patterson and
Seton. State whether the planned takeover was approved by a majority of
the disinterested directors of Olympus.
Discuss your future strategy in regard to the combined company and the
material features of the planned takeover. Address the proposed
acquisition in your MD&A,
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including how it will affect your cash flow, capital expenditures and
liquidity. Also provide trend information as required by Item 5.D.
Response: The equity takeover has been withdrawn as of February 13, 2007.
Consequently, no discussion on the takeover has been included. We have asked the
SEC in separate email as to whether this is adequate - response is outstanding.
Organizational Structure page 17
12. Please provide the country of organization for each of your subsidiaries.
Response: Refer to updated organization chart under Item 4.C.
Property Description and Location, page 19
13. You state that Minco has not yet contributed to the legal capital of PSGC.
Please state whether, as a result, you have had to contribute its share of
the legal capital and, if so, state the amount. Add a risk factor to
discuss this risk, if appropriate.
Response: Refer to Item 4.D.1 (a) under paragraph 3 for additional wording. A
risk factor is not required as the Company is not required to contribute Minco's
portion.
14. You state that within 12 months of the license grant of January 23, 2006,
construction of a process plant must start. Please state the status of the
construction of the plant, its cost to date, and expected cost to
completion.
Response: Refer to updated wording under Item 4.D.1(a), paragraph 4.
15. You state that the PSGC exploration license is in the process of being
renewed. Please advise if this is the same as the mining license or
investment license described earlier. If not, please describe the nature
of this license, and state its term. Please state when it is expected to
be renewed. Add a risk factor to discuss this risk if appropriate.
Response: An exploration license is not the same as an investment or mining
license. Refer to changes under Item 4.D.1(a), paragraph 4. A risk factor with
respect to licenses exists under Item 3.D.
Bong Mieu Gold Property
5
Property Description and Location, page 27
16. You state that the Bong Mieu exploration license is in the process of
being renewed. Please advise if this is the same as the mining license or
investment license described earlier. If not, please describe the nature
of this license, and state its term. Please state when it is expected to
be renewed. Add a risk factor to discuss this risk if appropriate.
Response: Refer to changes under Item 4.D.2(a), paragraph 8.
Operating and Financial Review and Prospects, page 33
Overview
17. Please provide information regarding any governmental economic, fiscal,
monetary or political policies or factors that have materially affected,
or could materially affect, directly or indirectly, the company's
operations or investments by US shareholders. See Item 5.A.4 .
Response: Refer to new paragraph under Item 5.A - last paragraph in Item 5.A.
18. Please update your discussion of the completion of the Ho Gan plant.
Response: Item 5.A updated - Overview section under paragraph 2 as well as under
Bong Mieu Gold Property section, paragraph 1.
Operating Results Bong Mieu Property, page 33
19. You state that you have a refining contract with Argor. State whether this
is your only customer. If so, add a risk factor discussing the risks to
the company if Argon should go out of business or fail to pay for your
product. Finally, file the contract as an exhibit to the registration
statement
Response: Added wording under Item 5.A, end of first paragraph and added Exhibit
3.17 for the Argor contract.
Liquidity and Capital Resources, page 35
20. Please describe all of the material terms of your loan with Macquarie
Bank. We note, for example that it is secured by certain property and that
the loan limits your
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ability to incur additional debt and take certain actions without the
lender's consent
Response: Refer to Item 5.B, paragraph 2.
21. State whether there is any legal or economic restrictions on the ability
of subsidiaries to transfer funds to you in the form of cash dividends,
loans or advances and the impact any such restrictions have on your
ability to meet cash obligations.
Response: Refer to Item 5.B, addition to paragraph 2 and new paragraph 3.
Directors. Senior Management and Employees
Directors and Senior Management, page 37
22. We note that you state on page 18 that subsequent to closing of the
Vend-In Agreement, Zedex Ltd. and Ivanhoe each have the right to nominate
two directors. Please state whether these companies, or their assignees,
retain the right to nominate directors. Please state whether Zedex Ltd.
and Zedex Minerals Limited are the same company, or are otherwise
affiliated with each other.
Response: Refer to Item 4.D.1, under paragraph 2, last sentence updated and
under Item 4.A, paragraph 5, last sentence updated.
23. In each of your officer's and director's biographies, please name the
companies that are listed on public stock exchanges.
Response: Item 6A updated.
24. Please state whether David Seton and John Seton are related.
Response: Item 6 updated in the narrative below the table.
25. We note that you state on page 5 that Messers. Tiedemann and Patterson
spend less than 100% of their time on company business. Briefly describe
their other business activities.
Response: Item 6 updated in the narrative below the table.
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Termination Agreements for Directors and Senior Officers, page 39
26. Please file as exhibits the management services agreements that you have
with Orangue Holdings Limited, Momentum Resources International Pty Ltd.,
Action Management Ltd., and Mr. Dahn. Please also file as an exhibit the
consulting agreement with Mr. Baylis.
Response: Done added Exhibits 3.12 - 3.16 for the management service agreements
and consulting agreement.
Stock Option Plan, ,page 40
27. Please file the stock option plan as an exhibit.
Response: Added Exhibit 3.11.
Details of Share Ownership, page 42
28. We note your footnote at the bottom of this table. Please refer to the
definition of beneficial ownership in Regulation 13d-3 of the Securities
Exchange Act of 1934 to determine whether the shares that can be acquired
upon exercise of stock options should be included in the table. Please
advise.
Response: Done under Item 6.E.1 updated Table 8.
Related Party Transactions, page 44
29. In subsection (b) identify the companies and the officers to whom you paid
management fees and reimbursed expenses. Identify the expense that were
reimbursed.
Response: Done under Item 7B(b).
30. In subsection (c) identify the company to whom you paid legal fees.
Identify the company and the officer to whom consulting fees were paid.
Response: Done under Item 7B(c).
31. In subsections (e) and (f), please describe the material terms of the
contracts with
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Dragon Capital and file them as exhibits.
Response: Exhibit 3.17 added. Description of terms added under Item 7.B.(e) for
(e) and (f).
32. Please indicate which transactions described in this section are expected
to continue in the future, Also disclose whether the terms of the
transactions were equivalent to terms agreed upon in similar transactions
with non-affiliated parties.
Response: Done under Item 7.B. in paragraph below 7.B (g).
The Offer and Listing
Common Share Trading Information, page 45
33. Please provide the price history of the common stock for the most recent
six months and most recent full financial quarter.
Response: Done - Table 10 under Item 9A updated.
Additional Information
Share Capital, page 47
34. Please provide the information required by item 10.A.4 in regard to
outstanding warrants and options.
Response: Refer to table added under Item 10.A.
Dividends and Paying Agents. page 56
35. We note your statement that there are no restrictions on your payment of
dividends. However, we note Section 10.20 of your loan agreement with
Macquarie Bank requires their consent to pay dividends. Please advise.
Response: Wording updated under Item 10.B paragraph 2 to refer to restriction.
Exhibits, page 58
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36. Please file each of the Schedules to your Certificate of Status.
Response: Added on to existing Exhibit 1.1.
Financial Statements - December 31, 2005
Note 14- Differences from United States Generally Accepted Accounting
Principles, page F-14
37. We note that as of December 31, 2004 and 2005, you report C$10 million as
capitalized mineral property costs under both Canadian and U.S. GAAP.
Based on your disclosure in Note 4 on page F-8, it appears that these
capitalized mineral property costs relate to mining, investment and
exploration licenses.
Please expand your disclosure to provide details of these costs, including
a breakdown of your capitalized cost total by license type, with a
discussion of how and when you acquired them, their remaining useful lives
when acquired and presently, and the nature and timing of activities
associated with the licenses you have planned.
It should also be clear when you were first able to claim probable and
proven reserves on properties for which you capitalize costs under U.S.
GAAP. Tell us how you were able to support recoverability of such costs
under the SFAS 144 impairment testing that you performed for U.S. GAAP
reporting purpose at each balance sheet date.
Please make similar changes to the related disclosures in your interim
financial statement Note 13 on page F-28.
Answer:
We have outlined the historical components of the mineral properties balance
below:
MINERAL PROPERTIES ANALYSIS
(all amounts are expressed in Canadian dollars unless otherwise stated)
- --------------------------------------------------------------------------------
1996 144,040 Payments with respect to Na Pai
("NP") property, Vietnam
- --------------------------------------------------------------------------------
1997 - Refer to footnote 7,662,149 1997 acquisition of 100% of
to this Formwell that holds 100% of
Bong
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
table for details of Mieu Holdings which holds 80%
acquisition of BMGM Company ("Bogomin")
which includes Bong Mieu
investment license which
contains Ho Ray, Ho Gan and Nui
Kem projects and a number of
other prospects, a 365-hectare
mining permit, an exploration
license which contains one area
Tra Cot and individual
application areas for Tien Ha
and Phuoc Son. In addition,
there were applications for
permits in two areas of
northern Vietnam, Na Pai and
Fac Ta.
The Bong Mieu investment
license has a term of 25 years
and this license was granted in
March 1991. There are two
mining licenses that were
granted in July 1992 under Bong
Mieu each with a term of 25
years. The mining permit
permits the right to use land
for gold mining and has a term
of 25 years.
Refer to list of properties in
the table below.
- --------------------------------------------------------------------------------
December 31, 1997 Balance 7,806,199
- --------------------------------------------------------------------------------
1998 write-down (1,000,000) Tien Ha property written down.
- --------------------------------------------------------------------------------
December 31, 1998, 1999, 6,806,199
2000
- --------------------------------------------------------------------------------
2001 write-down (843,283) Relates to write-down of
properties acquired in 1997
acquisition outside of Bong
Mieu
- --------------------------------------------------------------------------------
2002 write-down (970,261) Relates to write-down of
properties acquired in 1997
acquisition outside of Bong
Mieu
- --------------------------------------------------------------------------------
2003 write-down (144,040) The Company withdrew from an
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
option to earn 51% of Na Pai
Mining. Costs spent to date
relating to this property were
written off.
- --------------------------------------------------------------------------------
December 31, 2003 Balance 4,848,605
- --------------------------------------------------------------------------------
2004 Acquisition 5,212,299 Acquired the remaining 42.82%
of the NVMC joint venture.
Included in this acquisition
would be a 30-year term
investment license granted
October 2003 and the amount
related entirely to the Phuoc
Son property. As detailed in
the investment license, the
purpose of the joint venture is
to extract and process gold
within the specified areas.
- --------------------------------------------------------------------------------
December 31, 2004 and 10,060,904
2005
- --------------------------------------------------------------------------------
1997 ACQUISITION (IN MILLIONS OF CDN DOLLARS)
------------------------------------------------------
PROPERTY C$
------------------------------------------------------
Bong Mieu - Ho Gan $1.34
Bong Mieu - Ho Ray 1.58
Bong Mieu - Nui Kem 1.02
------------------------------------------------------
Bong Mieu Property $3.94
Tra Cot 0.48
Tien Ha 1.24
Phuoc Son 0.90
Na Pai / Fac Ta 0.48
Buildings 0.34
Da Nang Office 0.28
------------------------------------------------------
TOTAL $7.66
------------------------------------------------------
Financial Statement Disclosure:
- --------------------------------------------------------------------------------
December 31, 2005 & 2004 December 31, 2003
- --------------------------------------------------------------------------------
Bong Mieu Property 3,944,000 3,944,000
- --------------------------------------------------------------------------------
Phuoc Son 6,116,904 904,605
- --------------------------------------------------------------------------------
Total 10,060,904 4,848,605
- --------------------------------------------------------------------------------
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Under EITF 04-2, mineral rights are classified as tangible assets. Mineral
rights include the rights to explore for, develop, extract, retain and
produce minerals. The acquisitions of Formwell and NVMC resulted in the
acquisition of exploration licenses, investment licenses and /or
exploration applications with respect to the properties referred to in the
above tables. These acquisitions would fall under the mineral rights
definition and the mineral rights would be recognized separately from
other assets. The right to extract and retain establishes whether a
license falls under the scope of EITF 04-2. The investment and mining
licenses for the property of Bong Mieu allow the Company to establish a
joint venture for gold mining and to explore and mine for gold. The
investment license for Phuoc Son details out the purpose of the joint
venture which is to extract and process gold within the specified areas.
Mineral rights such as Tien Ha and /or Na Pai were written off if the
project is either abandoned or exploration results did not warrant further
exploration or development. Since mineral rights are classified as
tangible assets, they would be subject to an impairment assessment.
Under SFAS 144, paragraph 8, a long-lived asset (asset group) shall be
tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The following
are examples of such events or changes in circumstances:
a. A significant decrease in the market price of a long-lived asset
(asset group)
b. A significant adverse change in the extent or manner in which a
long-lived asset (asset group) is being used or in its physical condition
c. A significant adverse change in legal factors or in the business
climate that could affect the value of a long-lived asset (asset group),
including an adverse action or assessment by a regulator
d. An accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of a long-lived
asset (asset group)
e. A current-period operating or cash flow loss combined with a history
of operating or cash flow losses or a projection or forecast that
demonstrates continuing losses associated with the use of a long-lived
asset (asset group)
f. A current expectation that, more likely than not, a long-lived asset
(asset group) will be sold or otherwise disposed of significantly before
the end of its previously estimated useful life.
SFAS 144 Analysis:
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Criteria (a) and (f) are not applicable to the Company at this point in
time.
Criteria (b) and (c): With respect to the Phuoc Son and Bong Mieu gold
mineral rights, there has been no adverse change in the planned activities
for these properties nor has there been any adverse changes in the
business climate. As detailed in the Form 20-F, the exploration and
development activities are ongoing at both of these properties as well as
production at one operating mine.
Criteria (d): With respect to the Bong Mieu Central (Hogan) mine, we did
incur costs in excess of original expected amounts for deferred
exploration and development. Consequently, on a quarterly basis, we are
performing recoverability reviews and updating the estimates of the future
cash flows from Hogan and comparing those estimated cash flows to the
Hogan capitalized costs that would include capital assets, mineral
property and deferred development and exploration costs. The future cash
flows are based on gold ounces to be extracted and processed beyond the
proven and probable reserves under Canadian standards. As at September 30,
2006, based on management's best estimates, Hogan passed the
recoverability test. However, we are updating this assessment on a
quarterly basis and with new information the results of this review could
change. Based upon an evaluation of the operating results of the Bong Mieu
Central (Hogan) plant since the commencement of commercial production,
management has determined during the fourth quarter of 2006 that the
carrying amount of the long-lived assets related to the Bong Mieu Central
(Hogan) mine was not fully recoverable. Consequently, the Company is in
the process of determining the amount of the impairment of these assets.
The amount of the impairment charge is likely to be material and will be
recorded in the three-month period ended December 31, 2006. We have
disclosed this in the subsequent event note to the September 30, 2006
financial statements.
With respect to (e), the Bong Mieu Central (Hogan) mine has just moved
into production stage under Canadian GAAP in fourth quarter 2007 and in
third quarter 2007 under US GAAP. All the other projects within the Bong
Mieu and Phuoc Son properties are in either development or exploration
stage. A history of operating losses in of themselves would not be an
indicator of it being more-likely-than-not that the carrying amounts would
not be recoverable since the losses are expected as part of the
exploration, development, pre-operating and initial production ramp-up
periods.
Under US GAAP, proven and probable reserves must be supportable under
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Industry Guide 7. We do not have proven and probable reserves under
Industry Guide 7. Under Canadian standards, we can support proven and
probable reserves with a pre-feasibility study which in this case would be
the November 2004 study for the Bong Mieu Central (Hogan) mine. However,
under Industry Guide 7, typically a feasibility study is required support
proven and probable reserves claim. We have disclosed this accounting
difference between Canadian and US GAAP under Note 14 to the December 31,
2005 financial statements. This GAAP difference does not impact the
acquired mineral rights but does result in the expensing of all deferred
development and exploration costs under US GAAP. Under Cdn and US GAAP,
the amortization of the mineral properties using units-of-production
method is based on the Canadian proven and probable reserves.
Financial Statements - June 30, 2006
Note 14 - Subsequent Events, page F-29
38. We note that you issued press releases on November 23, 2006 announcing
your agreement to earn a 60% interest in the Capcapo Project in the
Philippines, and on November 24, 2006 announcing your intent to acquire
Zedex Minerals Limited. Please add discussions of these transactions to
your note disclosure.
Additionally, please provide your analysis of significance under Rule 3-05
of Regulation S-X in determining whether pro forma financial information
and separate financial statements are required for your planned business
acquisition of Zedex Minerals Limited, pursuant to Instruction 1 to Item 8
of Form 20-F. You may refer to FRC 506.02.c.ii for clarification of
requirements pertaining to probable business acquisitions.
Response:
Capcapo added as a subsequent event note in the June 30, 2006 and
September 30, 2006 financial statements. Refer to updated note 14 to the
financial statements.
The Zedex takeover disclosure and analysis of significance under Rule 3-05
are no longer applicable as the takeover was withdrawn February 13, 2007.
Engineering Comments
Key Information, page 6
15
Risk Factors, page 9
39. Given the status of your properties, it would be appropriate to include
risk factors that address the risks associated with reserve estimates that
are based only on a pre-feasibility study. Please address the risks
associated with the following points:
o The limited amount of drilling completed to date.
o The process testing limited to small pilot plants and bench
scale testing.
o The difficulty obtaining expected metallurgical recoveries
when scaling up to production scale from pilot plant scale.
o The preliminary nature of the mine and processing concepts.
o The resulting preliminary cost estimates.
o Metallurgical recoveries.
o The history of pre-feasibility studies typically
underestimating capital and operating costs,
Response: Refer to additional risks added under Item 3.D.
Information on the Company, pale 13
Property, Plant and Equipment page 17
General
40. Please expand your disclosure to include a brief description of your
active open pit and underground mining operations. Describe the major
equipment utilized, general manpower requirements, mine development
activities, and maintenance or support activities. Please disclose the
production history covering the last three years for each of these mining
operations, where applicable.
Response: Refer to Item 4.D paragraphs 2 and 3 for additional information.
41. We note that along with the estimates of resources and reserves disclosed
for the Phuoc Son and Bong Mien properties on pages 25 and 31 you state a
specific
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cutoff grade utilized in determining the resources and reserves. Please
provide a discussion of the parameters used to develop this economic
cutoff grade estimate in a narrative adjacent to the resource and reserve
tables. These parameters should include estimated mining, processing, and
G & A costs, metallurgical recoveries and 3-year historical commodity
prices.
Response: Refer to footnote below Table 1 for Bong Mieu for discussion of the
cutoff parameters.
Phuoc Son Gold Property, page 18
Property Description and Location, page 19
42. Figure 2 illustrates the Phuoc Son property, the Dak Sa Project area and
discloses two underground mines, the Bai Dat and the Bai Go underground
mines. Please clarify within the text that these properties correspond to
the South and North underground deposits, if true; and that the proposed
underground operations will be adjacent to or an extension of these
existing mining operations, provided this is your intent.
Response: Refer to the changes - Item 4.D.1, paragraph 3; Item 4.D.1(a),
paragraph 2; Item 4.D.1(d) extra reference added.
In addition to responding to the Comment Letter, the Amendment also has been
amended to update information from November 15, 2006 to March 28, 2007. We have
inserted a paragraph under Item 8B to describe and quantify any new material US
and Canadian accounting standard differences. Based on a January 24, 2007
telephone discussion with Lily Dang at the SEC who concurred that since we do
not prepare nor do we publicly disclose US GAAP reconciliations other than for
the purposes of this filing, we can disclose significant changes and are not
required to do a US GAAP reconciliation note to our September 30, 2006 interim
unaudited consolidated financial statements. We have kept the June 30, 2006
interim unaudited consolidated financial statements and notes including the US
GAAP reconciliation as a supplementary exhibit. We have updated the Form 20F to
include September 30, 2006 financial information as well as for any other
information that has been publicly released up to the date of this letter.
The Company acknowledges that:
1. It is responsible for the adequacy and accuracy of the disclosure in
this filing;
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2. Staff comments or changes to disclosure in response to the SEC's
staff comments do not foreclose the SEC from taking any action with
respect to this filing;
3. It may not assert staff comments as a defense in any proceeding
initiated by the SEC or any person under the federal securities laws
of the United States.
Please call if you have any questions.
Please acknowledge receipt by faxing confirmation of receipt to (416)572-4202.
Sincerely,
"signed"
Peter Tiedemann
Chief Financial Officer
encls.
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